EXHIBIT 1.2.1


                            CERTIFICATE OF AMENDMENT
                                       OF
                         *CERTIFICATE OF INCORPORATION
                                       OF
                             VAN KAMPEN FUNDS INC.



   Van Kampen Funds Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
   DOES HEREBY CERTIFY:

   FIRST: That the Board of Directors of said corporation, by the unanimous
written consent of its members, filed with the minutes of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:

     RESOLVED, that the Certificate of Incorporation of Van Kampen Funds Inc. be
     amended by changing the FIRST Article thereof so that, as amended, said
     Article shall be and read as follows:

     "The name of the Corporation shall be Invesco Capital Markets, Inc."

   SECOND: That in lieu of a meeting and vote of stockholders, the stockholders
have given *unanimous* written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.

   THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.

   FOURTH: That this Certificate of Amendment of the Certificate of
Incorporation shall be effective on December 3, 2012.

   IN WITNESS WHEREOF, said Van Kampen Funds Inc. has caused this certificate to
be signed by John M. Zerr, its Secretary,* this 14th day of November, 2012.


                                                             By /s/ JOHN M. ZERR
                                                                ----------------
                                                                    John M. Zerr


*Any authorized officer may execute this certificate.